Dresses
by Vornado
Summary: A "Cupcakes" inspired story. Rarity wishes to make the grandest dresses Equestria has ever seen, and Fluttershy's going to help her with one...
1. Chapter 1

**AUTHOR'S NOTE: I PROMISE I'LL _NEVER_ WRITE SOMETHING THIS DEMENTED AGAIN. THIS WAS AN EXPERIMENT AND A STORY TO GET OFF MY MIND AND IT DOESN'T REFLECT MY PREFERRED STYLE OF WRITING. DOESN'T MEAN MY WRITING IS FULL OF SUNSHINE AND BUTTERFLIES, BUT THIS IS PROBABLY THE DARKEST IT WILL GET...**

**THIS IS BASED OFF THE GRIMDARK FANFICTION "CUPCAKES" AND THEREFORE IS PROBABLY AS MESSED UP. THOSE OF YOU WHO CAN'T STAND GRIMDARK, CUPCAKES, OR PONIES PRESENTED AS ABOMINATIONS OF THEMSELVES, STOP READING.**

**THERE. I HAVE WARNED YOU. NOW YOU HAVE NOBODY TO BLAME BUT YOURSELF.**

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><p>It was a nice sunny day on the outskirts of Ponyville. The Pegasi had said no storms for several days, so the weather would be sunny and warm for all the ponies. Most of the Pegasi were flying through the skies, just chasing the clouds and each other and having fun. Rainbow Dash was one of them, showing off her loop-de-loops, cartwheels, and tricks she had invented that hadn't even been given a name yet.<p>

But one Pegasus wasn't into that sort of thing. Instead, Fluttershy spent her time walking around the meadow outside of her house, carrying saddlebags full of feed. It was time for her animal friends to eat. She first fed her chickens, picking up their own bag of feed and pouring it into the feed trough. The chickens noisily rushed out of their coop, clamored around the feed, and started eating. "Enjoy your meal." Fluttershy said in her whispery voice, as she trotted off toward the other animals. She stopped at the ferrets, the rabbits, the mice, and the squirrels, giving each of them a tasty treat. She then trotted over to the birds, reached into her other saddlebag, and threw them some feed. They chirped cheerfully as they hopped down to the ground from the trees and started to peck at the seeds. She grabbed a hoofful of feed and laid her hoof on the ground. Seconds later, several birds hopped over to the offering and started pecking at it. Fluttershy smiled with joy. This is what she lived for. Making the animals happy made her happy. There was nothing she liked better than to-

OH NO! Her blissful expression flashed to one of shock and worry. She had promised Rarity she would meet her at the boutique that afternoon, but she had been so busy with her animal duties, she had nearly forgotten! "I'm sorry." she told the birds, dropping the rest of the feed on the ground. "I need to go." She quickly trotted back to her tree house and dropped the feed bag off inside the door. The extra weight gone, she spread her wings and flew into the air toward her destination.

On her way to Rarity's, she wondered what they would be doing. Rarity hadn't told her what she was needed for. They had already visited the spa yesterday, so it wasn't that. Maybe she needed some fashion advice? Fluttershy dabbled in the same area as Rarity every now and then. It came in handy for making blankets and outfits for her pets. That could be it. Or maybe Rarity needed a model for her fall fashion line? She wondered if Rarity had forgiven her for the Photo Finish incident yet. ...Yes. Of course she had. There was no reason to be angry at her for something that long ago. She would be glad to model whatever Rarity had made for the ponies of Equestria. After flying for a few more minutes, she arrived at her appointment.

When she walked into the Carousel Boutique, she was greeted by Rarity, who was standing just inside the building. "Ah good. You're here." greeted Rarity. "I was beginning to wonder."

"Oh...hi Rarity." replied Fluttershy. "I'm sorry I'm late. I guess I was so caught up in my animal duties I forgot to check the time."

"Yes, no worries. You're here and we can get started."

"What would you like me to do? I mean, if you need me for anything."

"Oh, but I do. That's why I asked you to come here. You are going to help me make the most beautiful dress in all of Equestria!"

"Oh, really?" Fluttershy asked, slightly excited. "That sounds fun. ...But I haven't brought any of my sewing along, so if you'd like, I could go back and-"

" Oh nonono, darling. You are going to help, but I'm going to be doing all the work. You will serve as my inspiration!"

"Oh... Ok... ...So, what would you like me to do?"

"Please come this way. We must take your measurements."

Measurements? Fluttershy was slightly confused. Was this dress for her? And why didn't Rarity want her help making it? ...She brushed those thoughts away and followed Rarity to the other side of the store.

On the far side, Rarity pushed aside a rack of dresses on display, revealing a brass ring on the floor. Her horn willed the ring up and the trap door it was connected to opened. "Follow me please, Fluttershy." Rarity commanded, walking down the flight of steps. Fluttershy hesitated. She didn't know Rarity had a basement. ...Well, she must have a basement to store all the older dresses in, she supposed. ...But why did she want to take Fluttershy's measurements down there? "Please follow me, Fluttershy!" Rarity called out from the bottom of the cellar. Fluttershy shrugged and slowly walked down the creaky steps, joining her friend.

...It was very dark down there, but the room was illuminated by Rarity's shining horn. Cobwebs and rats swarmed the floors and ceiling, some attatched to very old mannequins and fabrics that were leaning against the wall. "Excuse me." Rarity said, brushing past Fluttershy and closing the door. "That's better. No interruptions. Now come this way." She walked down the dark hallway, Fluttershy close behind. A rat brushed past her hoof. She squealed. "I do apologize for the rats. I shall get rid of them soon." Rarity said, not looking back at the startled Pegasus.

After a short walk, they came to a large wooden door. Rarity's magic grabbed the handle and the door opened with a loud creak. Fluttershy was very freaked out now. "Oh, don't worry, Fluttershy. This is simply the room where I keep my most delicate dress-making equipment. The kind that damages quite easily..." She walked through the door. Fluttershy trembled, but followed her friend.

The room was a torch-lit, concrete floor and wall. Sewing equipment was arranged neatly on a table on the left wall, but on the right side was a large boiling pot over an open fire. "...Rarity?" Fluttershy asked, confused and worried. "...What is this?"

"Oh, just my special workroom." Rarity explained, as if everything was normal. "It's where all my best work begins. You should consider yourself lucky, darling. I don't show this room to just anybody."

"...But, why do we need this room to take measurements?"

"Oh, you'll see. Now, please climb onto that table and we'll begin." She pointed to the large wooden table in the center of the room. Fluttershy nervously approached it. "Don't worry, Fluttershy! It's just wood!" Rarity said, smiling. "It won't hurt you!"

Fluttershy touched the table... and exhaled. She's right. It's just wood. Why was she worried? Rarity was her best friend, and she just needed her help. And that's just what the Element of Kindness was going to give her! Fluttershy jumped onto the table. "Lie down flat on your stomach, please, and spread your legs apart." Rarity commanded, grabbing a measuring tape roll from off the sewing table. Fluttershy obeyed, spreading her limbs to each corner of the table. "Good. Now we can begin."

Rarity's horn glowed. Several coils of rope sprung out from an unlit corner of the room and launched themselves at Fluttershy. Before she knew what was going on, the ropes wrapped around her limbs, stomach, and neck, slipped through holes bored into the table, and tied themselves in knots. Fluttershy was held tightly to the table, the ropes digging into her skin. "Rarity, what's going on?" she exclaimed, struggling.

"I have already told you." Rarity said, annoyed. "I'm taking your measurements and you're helping me to make a dress." She walked over to Fluttershy's left side and unrolled the tape.

"But...why did you tie me down?"

"So the part afterwards won't be so hard, of course!" Rarity said in a "duh" tone. "After all, we don't want you thrashing around while your hide is being cut off, do we? That will mess up the material."

Fluttershy's pupils shrunk. "...WHAT?" she cried in disbelief. "...Oh, I get it!" she said, as calmly as scared Fluttershy calm could get. "This is just a joke for my time with Photo Finish, isn't it? I'm surprised that you remember that. I thought we decided to forget all about it. But, very funny, Rarity." She smiled and gave a nervous chuckle.

"No, Fluttershy, that's all in the past. I completely forgive you. ...Nevertheless, that's not why you're here."

The smile on Fluttershy's face vanished.

Rarity held the tape up against Fluttershy's left arm. "No. You are going to help me make a beautiful dress that simply EVERYPONY will love and adore. And it will be made with you, from you." She moved down to Fluttershy's left leg, then circled around to the other side.

"...But...But...WHY?" Fluttershy exclaimed, approaching full-on panic. "Was it something I did? Please! Tell me if I did something wrong. and I'll fix it! Please!"

Rarity chuckled as she continued her measurements. "No, darling. You didn't do anything wrong. In fact, you've been doing everything RIGHT! Attending the spa, staying out of the sun, avoiding anything that could damage you, moisturizing often, all these things have made your skin simply the softest and purest in all of Equestria! Perfect for a dress fit for a princess!" She wrote down her measurements and went over the numbers. "Unfortunately, it doesn't look like there's enough of you to fit a princess..."

Fluttershy struggled against the ropes, but they held her firmly in place. Rarity had done a good job... "But what about our friends? What about the animals? They'll notice I'm gone! They'll start looking everywhere for me and then, they'll find you!"

Rarity laughed softly. "That's what I love about you, Fluttershy. So innocent. So naive. How long do you think I've been doing this? Nobody will miss you any more than they've missed the others I've invited to help."

Rarity put down the paper with numbers and walked over to a corner of the room, out of Fluttershy's view. When she walked back into sight, she carried a tall, blue hat with her. "Remember this?" she asked.

Fluttershy's jaw dropped. "Is that...?"

"Yes. What's left of 'The Great and Powerful Trixie!'" Rarity responded, doing her impression of Trixie's boastful voice. "I caught her right before she reached the Ponyville border. Now normally, I don't associate myself with these braggarts, but her light-blue coat that had been given a stage entertainer's care was simply irrisistable! ...Of course, I had to break off her horn the second she arrived here. Can't have cheap stage magic ruin my work, can we?" Fluttershy didn't answer. She stared at the hat in horror. "And I must say," Rarity continued. "She made simply the most divine hat and cape. The next traveling performers to come into Ponyville snatched it up. Paid quite a bit of bits, as well. Who knew lowly actors had such taste in fine fashion?"

Fluttershy continued to stare in horror at this new side of her best friend. How long had she been like this? ...And why, with all the time spent with her, did Fluttershy never notice?

"...Well, that's enough reminiscing." Rarity said, walking over to the sewing table. She put down the hat and picked up a scalpel. "Let us begin." She walked back over to Fluttershy's left side and positioned herself next to her cutie marks. "First, we need to get rid of all the 'unnessesaries'." She placed the tip of the scalpel next to the border of one of the butterflies and pierced the skin. Fluttershy gasped painfully and started to cry. "Oh, I know, darling. I'd rather the cutie marks stay on too." said Rarity in an understanding tone. "But if I made the dress with the marks, ponies may notice how similar it is to what you have. Can't have that, can we? You understand." Fluttershy said nothing, but sobbed quietly as Rarity traced the marks with a skilled hoof. When she had finished with the cutie marks on the left, she walked around to the right side and did the same with the cutie marks there. It hurt...

"Believe me, Fluttershy." Rarity said, cutting around the second-to-last butterfly. "I'm not proud of what I'm doing either. Removing the cutie marks destroys the material. It will take me quite a long time to cover up these holes and even the fabric. ...But don't worry. Cutie marks are still useful to me. Streamers, dresses, cloaks, whatever needs a little decoration, cutie marks will spruce it up. Perhaps your butterflies will decorate a young pony's party dress. That's something to look forward to!" Fluttershy wasn't in the mood to think about anything happy.

Rarity finished cutting along the edges of the marks. "There. ...Now for the tricky part." She grabbed the skin from the edge of one of the marks, peeled it off the muscle, and inserted the scalpel under the flap. Fluttershy cringed, her teeth gritted in pain. "This is quite tricky, you know." Rarity stated, sliding the scalpel's blade underneath the skin. "If one doesn't have a skilled, steady hoof, as I am fortunate to have, they may nick a vein. That would create quite a mess, wouldn't it?" She giggled as she peeled off the mark and set it aside. She repeated the same thing with each of Fluttershy's marks, leaving neat, even, butterfly-shaped holes in her skin and revealing muscle tissue. She picked up one of the marks and walked into Fluttershy's sight. "See, Fluttershy?" she said, holding out the pink butterfly. "This used to be on your flank, but I think it'll look nicer on a hat of some sort, don't you?" Fluttershy stared at the mark in horror, then closed her eyes and cried harder, tears streaming from her eyes. Her hips burned...

Rarity gathered up the marks and scalpel and set them on the sewing table. She grabbed a serrated knife from the table and walked back to Fluttershy's left side. "Now for the next part." She grabbed the left wing and placed the knife at the base. Fluttershy tensed as she realized what Rarity was about to do. "Once again, I wish I could leave these on, as they simply bring out the color in your skin and they'll ruin the fabric if they're cut off. But, like your cutie marks, ponies may identify them too easily. Oh well. _C'est la vie_." She held the wing firm and started to saw at the base. Fluttershy screamed in her whispery voice as the teeth made their way through her skin and bone. She sobbed greatly as the knife finished its work and the wing came off in Rarity's hooves. "Oh, don't cry, Fluttershy." Rarity consoled, setting the wing aside. "Imagine the throw pillows these will make. In fact, imagine if someone important bought them! Just think: the princesses of Equestria resting on your soft feathers, as they decided what else of mine will look simply divine on them at the next Gala! Imagine! The princesses! ...But I'm getting ahead of myself, am I not?" Fluttershy said nothing.

Rarity made her way to the other side of Fluttershy and started to saw off the right wing. Every nerve in Fluttershy's body flared as the knife scraped the marrow in her bone. Fluttershy squirmed, trying her best to break away from her bindings. "Please calm down." Rarity said, distractedly. "I must make a neat cut or my work may be ruined..." After what seemed like hours to the Pegasus, Rarity finished cutting and set the wing aside.

"...Oh dear, you're bleeding faster than I had expected." Rarity stated, glancing at the wing bases. Red liquid poured from the new openings on Fluttershy's back, dripping down the sides of her body. "But don't worry. I shall fix that." She trotted over to the table and set the wings down, then grabbed a bottle, a towel, and cotton. She walked over to the wounds and wiped away the blood that was pouring out of the holes in Fluttershy's back, then she poured a stream of the contents of the bottle onto the wounds, which began to bubble and sting. Fluttershy cringed and cried out in intense pain. What had already felt like fire erupted into a full-force volcano where her precious wings had once been. When Rarity put the cotton on the wounds, it was too much for the Pegasus. Everything went black...

She awoke with a jolt to see Rarity glaring at her, pulling a syringe out of Fluttershy's arm. "Fluttershy!" she said angrily. "I show you my secret room, I tell you how beautiful things will be, I heal your wounds, and you repay me by falling asleep! I thought we were best friends, and it's quite rude for a friend to fall asleep at another friend's, especially if the friend is trying to get some work done! Now stay awake, if you don't mind!" Fluttershy wasn't listening. Her back was on fire...

"Oh, but don't worry, darling." Rarity consoled. "This next part won't hurt at all." She grabbed an electric razor off the table and walked to Fluttershy's mane.

"NO! DON'T! PLEASE!" Fluttershy screamed, the volume barely louder than her speaking voice.

"Sorry, Fluttershy. The same thing applies to your mane. But don't fear. Hair makes wonderful lace if woven correctly. It may just be the finish the dress will need!" She turned it on and started to shave off Fluttershy's long, pink mane. It cut easily through the hair, like a knife through warm butter. Pink strands fell to the floor as the razor worked its way down her back. It all lasted only a minute or two, but when it was over, Rarity was standing in front of Fluttershy with a bundle of hair. "Simply divine!" she commented, feeling the texture of what used to be the Pegasus' mane. "Have you been using the herbal shampoo I recommended? Of course you have! It's so nice to have a friend who actually listens to your beauty advice, unlike some uncultured farm ponies who shall remain annonymous..."

She set the bundle and the razor on the table and grabbed some scissors. She walked to Fluttershy's rump and, with a few quick *snips*, cut the hair off the poor Pegasus' tail. "And with that, the preparation is over." She set down the tail and the scissors and turned around to look at the bald, injured, weeping Fluttershy.

"This is going to give me a headache..." Rarity muttered. Her horn glowed. The ropes untied from Fluttershy as magic pulled her into the air. The confused Pegasus flailed her limbs in the air as she was flipped over and set back down on the table. The ropes once again bound her to the wood in the same position, this time, with her facing the ceiling. Her back screamed in agony as her cotton-covered wing stumps pressed against the splintered wood.

Rarity broke concentration. "...Ouch." she said, putting a hoof to her forehead. "You would think I had become used to this by now, but that takes quite a bit of focus to accomplish... Now, onto the final step." She picked up her scalpel again and walked back over to Fluttershy. She reached underneath the table, found the lever, and pulled, adjusting the hinge. The wood lurched forward and Fluttershy found herself facing the boiling pot as the table's surface turned vertically. The ropes dug even tighter into her already aching, throbbing limbs as gravity tugged on her.

Rarity circled the table and stood in front of Fluttershy, scalpel in hoof. "Shall we?" she asked.

Fluttershy's eyes grew wide as she realized what she meant. "NO!" she screamed, struggling against the ropes. "KILL ME FIRST! PLEASE! KILL ME FIRST!"

Rarity laughed, "Kill you?" she asked, mockingly. " Oh, no no no, darling. You know I can't do that. If you die, the tone of your flesh will fade into an ugly yellow-gray that simply NOPONY will want to wear. No, I must keep you alive as long as I can so your skin will remain alive and healthy, keeping its natural glow." She grabbed a stool and stood on it to make her eyes level with the wimpering Pegasus. "That's also why I can't use any anesthetics. Nothing can happen that may change your color. The adrenaline shot earlier was pushing it. I'm sorry, Fluttershy, but that's just the way it has to be." Fluttershy's eyes filled with water as she began to cry once again. Rarity's eyelids lowered. "Oh, don't look at me that way. Haven't I been a good friend to you?"

She made a cut around Fluttershy's neck, carefully cutting only the first layers of skin to prevent blood seeping out. Fluttershy's eyes sealed in agony as the tears continued to flow.

"Haven't I given you only the best treatments, the best advice, the best care?"

The scalpel traveled down Fluttershy's chest, making a cut from her neck to her pelvis.

"How much time have I sacrificed in my day just to listen to you talk about your animal friends?"

The knife circled around Fluttershy's parts and met the chest incision.

"How much time have you given me to try on dozens of my dresses so I can make the final adjustments?"

Starting at the chest incision, she made several straight cuts to each of Fluttershy's limbs, ending by cutting across the bottoms of each hooves.

Before she had finished, Fluttershy, without warning, began to convulse wildly, her body exploding in pain. Every nerve and muscle escaped her control, as they tried to free themselves from this torment. It came to a sudden halt when Rarity slapped her across the face. "FLUTTERSHY!" she shouted angrily. "Look what you made me do!" During the shaking, the scalpel had slipped and made a second cut down her chest, ending at her stomach. "Oh!" Rarity scoffed. "This will take forever to mend! I hope you're happy, destroying your friend's work!" Rarity clicked her toungue. "Oh well. It's time to begin the final step." She set the scalpel down and grabbed the two sides of skin she had created on Fluttershy's left arm. "I've found this part to be relatively simple. If you've cut it right, you just grab the skin and PULL!"

On "PULL", Rarity tugged at the skin on both sides. There was a wet tearing noise as the skin pulled cleanly away from the muscle. Fluttershy's eyes snapped open as her entire body tensed from the experience. A warm release escaped between her legs. "Oh, Fluttershy..." Rarity groaned, looking down at the mess. "I know you're the weakest of all of us, but I'd have thought you would have had more control than that... Now I have something else to clean later... Oh well." She continued to pull the skin slowly away from Fluttershy's arm, the skin making a sound like tape coming off a roll as it detatched from what held it in place on the Pegasus' body.

Fluttershy's teeth ground together, her eyes sealed shut. The pain was excruciating! "PLEASE STOP!" she managed to shout.

"...Stop? ...Why?" Rarity asked, pulling the skin from around the hoof and down to the arm. "This is my purpose. My goal. This is why I received my cutie mark in the first place! Even when I was a young filly, I knew that my talent was to make clothing. But not just any clothing! The grandest, most extravagant clothes ever seen in all Equestria. I dedicated my life to perfection. Hours were spent with blueprints, more hours with the sewing machine. My early attempts were... juvenile at best, But I got better! So good, my school asked me to make costumes for school plays. I churned out my finest work, but it wasn't enough! There was something missing. An incident with magic revealed to me just what it was I had been missing. GEMS! Diamonds, rubies, sapphires, anything that sparkled. That was what I had been missing! Soon, my costumes sparkled like the sun! When I got my cutie mark that day, that proved that that was the reason I was on this world. I would make the grandest of clothes, and nothing would stop me!"

Rarity talked faster and faster as her voice sped into hysteria.

"This method I have chosen is simply a step up from my gem-studded clothing! Any expert can throw jewels on a dress and call it art, but only the MOST expert can discover a fabric as soft and moldable as pony skin, acquire it from the pony it belongs to, find exactly the right chemicals to dip it in to keep it young and fresh forever, and, from it, make the softest, most flexible, incredibly comfortable material to make these dresses from. And that expert is ME! RARITY! I have reached the absolute pinnicle of greatness and nopony will EVER match me in talents! NEVER! And I have you to thank for it, Fluttershy. ...Fluttershy?"

There was no answer. Fluttershy had passed out soon after Rarity had started her boast.

"...Fluttershyyyyyyy...!" Rarity growled, grabbing her syringe and shoving the needle into Fluttershy's heart. The mutilated pony woke for the last time. "That's better. Now if you'll excuse me, I'm almost done!" All that remained of the Pegasus' skin on her body was her lower left leg. Rarity reached down and with a sharp tug, ripped it off the now almost completely skinless Pegasus. Fluttershy's body was wracked with pain. Her raw muscle screamed in agony as it rested against the ropes and table. Several gauze bandages surrounded parts of Fluttershy's body where Rarity had to disconnect tissues to get the skin off, adding to the stinging pain. Veins and arteries visibly pulsed rapidly under whatever thin tissue remained. She screamed.

"Thank you so much, Fluttershy!" Rarity said, ignoring Fluttershy's whisper-quiet wailing. "You have been the biggest help I ever had. So cooperative. So calm. And such smooth, easy-to-remove skin! I enjoyed talking to you as well, even though I must admit you haven't been the best of listeners..." Fluttershy could barely make out what she was saying over the roar of her pain and terror-wracked brain. "Now, I do hate to say goodbye, but I must take care of this material before it starts to die. ...Hah! A rhyme! To be a poet and never know it!"

Rarity started to walk away, but stopped as a forgotten step entered her head. "Oh. Before I go, I have one more thing I'd like you to help me with." She once again focused on the ropes and Fluttershy. The ropes loosened and fell to the floor, as Fluttershy flew into the air. The pain slightly lessened, Fluttershy opened her eyes for the last time. Below her, she saw Rarity with a smile on her face, clutching Fluttershy's skin that she had managed to remove all in one piece. Fluttershy couldn't scream. She was done screaming. She could only stare at the psycho formerly her best friend. "This will make a lovely dress, but it needs a model." Rarity moved Fluttershy right over the boiling pot, which she could now see was full of molten plastic! "In your current condition, you would look simply appaling, but as a mannequin, you would just shine! Yes, your appearance wearing your own skin dress would bring out the beauty of it all. I'm sad that this is the only way to properly preserve you, but _c'est la vie. _Goodbye, Fluttershy." The horn stopped glowing and Fluttershy dropped into the cauldron.

She felt the scorching, boiling plastic attaching to her skinless body, melting her tissues.

She felt her veins and arteries popping from the intense heat.

She felt her organs boil.

Then... she felt nothing.

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><p>"See anything you like, Mrs. Cake?" Rarity asked her customer. It was late evening and Rarity was getting ready to close up, but she stopped to attend her last customer.<p>

The grown pony walked around the store, looking through the dresses she saw modeled on the many life-like mannequins. "Oh, everything." she responded. "You have the most incredible selection of dresses."

"Yes. Nothing but the best." Rarity said, beaming. "Parties, gatherings, meetings. Any occasion, I have something for it."

"Indeed, you do." replied Mrs Cake, admiring a leaf-green dress on the far end of the boutique. "...Maybe you could help me decide?" She turned to Rarity. "You see, my sister-in-law is throwing a party in Manehatten next week and many of the elite will be attending. I'd like something that will make me look marvelous when I walk in with Mr Cake to mingle with the guests. Something that will make me stand out. Something that will have them think I am on the same level as them. Do you know what I'm asking?"

Rarity smiled. "Say no more, for I have the dress for you, Mrs Cake!" She pushed a button below her sales desk. The display stage's curtain slid back to reveal her newest party dress. It was a pale-yellow dress decorated with pink trim around the edges. Emeralds lined the bottom lining and top ruff and it shone brilliantly in the light.

Mrs Cake was awestruck. "...Why it's...it's beautiful!" she said, approaching the dress.

"If you think that's impressive, feel it."

Mrs Cake reached out a hoof and stroked the material. "It's so soft! It's like silk!" She tugged at the fabric. "It feels like silk, but it has the body of polyester. What... what is this?"

"It's a new fabric I've discovered. Soft, durable, 100% natural. Perfect for all forms of clothing."

"...Yes, I would love this dress. This is perfect."

"_See, Fluttershy?_" Rarity thought. "_You still serve a purpose_..."

"...But do you have it in purple?"

Rarity snapped back to reality. "...Purple?" she asked.

"Yes. You see, I have a wonderful blue hat at home and I think a purple dress would just make me shine!"

"...No, I'm sorry. I just have this yellow one at the moment..." Rarity thought for a second. "...But I can make one!"

"Oh, that's wonderful, dear!"

"Yes, just give me a few days and I'll have a purple dress made for you."

"Just like this one?"

"Better!"

"Wonderful! Very well then. Just tell me when the dress is done. You know where to find me."

"Yes, Mrs Cake. As soon as your magnificient dress is complete, you will know."

"Thank you, dear. Good night."

"Good night."

Mrs Cake walked out the door.

Rarity sat at her desk for a few seconds, then trotted over to the dress and the mannequin it rested on. She stood to admire her work. The dress turned out wonderfully. After she dipped it in the softening chemicals and dried it, the skin still had the same quality and texture as it had when it was attached to her friend. She even managed to fix the cut she had made when the scalpel slipped. Yet another perfect dress from the perfect fashion designer. Her eyes went to the mannequin. Probably her best work yet. When she had first started making her own mannequins, there had been horrible messes, but she really outdid herself with this one. The plastic skin was nice and smooth. The melted areas were covered and untextured. She had even managed to change the expression of agony to joy, which had taken longer than she had expected for this one. Yes, this mannequin really brought out Fluttershy's beauty, as she expected it would.

"I'd just like to thank you again for helping me, Fluttershy." she said to the plastic statue. "I couldn't have made this work of art without your assistance, nor could I have asked for a better last day with you... I'm sorry she didn't want you, but don't worry. You will be bought soon. Everypony will want one of these dresses, and, by Celestia, everypony will GET one of these dresses. In the meantime, it seems that a friend will be joining you soon. You should consider yourself lucky. Oh, but she'll need a spa treatment first! I had better rush over and make an appointment with her if I'm going to make my deadline. At least she didn't ask for one in orange, blue, or pink. I don't know how I'd get their hides smooth in time...unlike yours. ...Well, I must be off. Thank you again, Fluttershy!"

Rarity turned away and trotted to the door. She looked back one more time at the dress, then turned out the lights, locked the door, and trotted toward the library.

**THE END**

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><p><strong>AN: Alright. I got over my tantrum and am currently writing an alternate ending/sequel to this. It's not exactly speedy progress, but you've waited this long, right?**


	2. Abandoned Sequel

As you've probably read at the bottom and in the reviews, I've been trying to write a sequel to this story since it first came out. Now, after cases of broken computers, writers' block, job stress, and addictions to The Nostalgia Critic and AVGN, I can say for a fact... There's no sequel. ...So instead of a sequel, I'll tell the story of what the sequels were going to be and reasons why it didn't happen. Hopefully, that'll keep fans from killing me.

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><p>My first idea for a sequel was a compilation of alternateextended endings, inspired by the endings posted on the "Cupcakes" page. Every time I thought of a new one, or even if somebody wanted to write one, I'd add it to the story. The first several ideas involved:

Rarity going insane while trying to talk to her "mannequins", and turning herself into "the most beautiful dress of all time!"

The story being a product of Trixie's illegal "Warped Thoughts Side Show", which Fluttershy often visits to punish herself for being so shy and ruining friends' projects because of it.

The story being written by Fluttershy, who's revealed to be a secret horror writer, and told to Twilight.

Fluttershy flubbing up her lines in the middle of the story, revealing it's actually a Sweeney Todd-esque play being rehearsed by Rarity and friends.

These did not work because:

1. They were too similar to alternate endings already written for Cupcakes.

2. Writing these would be like trying to put Dresses on the same level as Cupcakes.

3. My computer broke before I could start.

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><p>Then I began work on an ACTUAL sequelalternate ending to Dresses, titled "What Have I Become?"

This story involved Twilight saving Fluttershy before Rarity could skin her and rushing her to the hospital. Fluttershy spends a week or two there, surrounded by her friends who try to comfort her, before Twilight offers to let her stay at the library to fully recover, which Fluttershy accepts. However, the entire experience of Rarity's insanity and her mutilation slowly opens a sinister side of Fluttershy who, over the course of the first few chapters, has a drastic personality change into an extreme form of "Flutterbitch". Throughout the story, she acts pretty much like she did in "Putting Your Hoof Down", but more violently(breaking Pinkie's nose when she won't shut up, traumatizing Sweetie Belle, and even raping Twilight.) But, before her friends give up on trying to restore her, Rarity escapes from the mental institution, breaks into the library, nearly kills Twilight, and attacks Fluttershy. This begins a huge fight between two altered personalities, ending with Fluttershy killing Rarity by smashing her horn and stabbing her dozens of times. This causes a mental breakdown in Fluttershy, who utters the title, then goes into a coma. Twilight and friends visit her in the hospital for weeks, trying to revive her, finally succeeding by telling her how much they care about her, reminding her of what she once was, and Angel snugging next to her. She wakes up with her original personality intact, thinking the last few months was just a warped nightmare, which her friends decide to agree with. Fluttershy gets Rarity's Boutique and everypony lives happily ever after.

An interquel was also planned showing things from Sweetie Belle's point of view.

This story obviously didn't work. For one, the structure's similar to "A Precious Rainbow"(which if you haven't read yet, you should) to the point where it's practically a rip-off. For two, they've already made enough canon "Flutterbitch" episodes, so no point in crowding it any more. For three, the story's just plain stupid. But, no matter what I tried, I couldn't think of anything better. I even wrote the first chapter before I decided it just wasn't going to work. Now... I just don't want to try again.

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><p>So there you have it. Dresses isn't getting a sequel. At least, not from me. This story isn't even that good to begin with. It's just a cheesy, unoriginal clone of Cupcakes. There's a few stories on here that takes the same idea and gives it originality, but this one isn't one. One of my biggest mistakes. ...But I'm still writing. I have several ideas, I just need to type them up. If you want to help, and want to read something good, go read "Memoirs of an Oak" or "Samurai Applejack". Those stories have almost no views, and they're the ones I'm most proud of.<p>

Thank you for reading.


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